EURONEXT_Registration_Document_2017

PRESENTATION OF THE GROUP

Regulation

disclosure of large shareholdings. Representatives of each national authority meet in working groups on a regular basis in order to coordinate their actions in areas of common interest and agree upon measures to promote harmonisation of their respective National Regulation. National Regulation Euronext’s market operators each hold licences for operating regulated markets. Some market operators also operate a number of markets that do not fall within the European Union definition of “regulated markets” or MTFs. Each market operator is subject to national laws and regulations pursuant to its market operator status. The Netherlands Both Euronext and Euronext Amsterdam have an exchange licence from the Dutch authorities to operate regulated markets. This means that they are subject to the regulation and supervision of the Dutch Minister of Finance and the Autoriteit Financiële Markten (“AFM”). Since the creation of Euronext in 2000, the Dutch regulators have taken the view that the direct parent company of Euronext Amsterdam, as controlling shareholder, has to be seen as co-market operator and, accordingly, also requires an exchange licence. Pursuant to section 5:26 paragraph 1 of the Dutch Financial Supervision Act it is prohibited in the Netherlands to operate or to manage a regulated market without a licence granted by the Dutch Minister of Finance. The Dutch Minister of Finance may, at any time, amend or revoke the licence if necessary to ensure the proper functioning of the markets or the protection of investors. The licence may also be revoked for non-compliance with applicable rules. Belgium Euronext Brussels is governed by the Belgian Act of 2 August 2002 and is recognised as a market undertaking according to Article 16 of the Belgian Act of 2 August 2002. Accordingly to the Act, Euronext Brussels is responsible for matters such as the organisation of the markets and the admission, suspension and exclusion of members and has been appointed by law as the “competent authority” for listing matters within the meaning of EU Directive 2001/34/EC dated 28 May 2001. Euronext Brussels is subject to the supervision of the Financial Services and Markets Authority (FSMA), an independent public authority which strives to ensure the honest and equitable treatment of financial consumers and the integrity of the financial markets. Portugal As a market operator, Euronext Lisbon is governed by Portuguese Decree of Law No. 357-C/2007 of 31 October 2007 which, along with the Portuguese Securities Code and regulations of the Comissão do Mercado de Valores Mobiliários (“CMVM”), governs the regime applicable to regulated markets and MTFs, market operators and other companies with related activities in Portugal. The creation of regulated market operators requires the prior authorisation in the form of a decree-law from the Portuguese Minister of Finance, following consultation with the CMVM. The CMVM is an independent public authority that supervises and regulates markets and market participants, public offerings and collective investment undertakings. Its objectives are to ensure

 from 21 July 2018: The option for Member States to exempt offers of securities to the public from the obligation to publish a prospectus where the total consideration of each offer in the EU is less than €8,000,000 (calculated over a period of 12 months) and it is not subject to notification under Article 25. Indices Euronext as an Indices administrator will have to comply with the European Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds (the EU BMR) which will apply from 1 January 2018. The EU BMR introduces a common framework to ensure the accuracy and integrity of indexes used as benchmarks in the European Union. The Operation of Regulated Markets and MTFs MiFID, MAD, ESMA standards and the Euronext Rulebooks all provide minimum requirements for monitoring of trading and enforcement of rules by Euronext as the operator of regulated markets and MTFs. In particular, market operators are required to meet, inter alia , all the requirements set out in MiFID (and reinforced in MAD) including the obligation to ensure that the markets they operate allow financial instruments to trade “in a fair, orderly and efficient manner”. To this end, Euronext has set up a framework to organise market monitoring by which it:  monitors trading in order to identify breaches of the rules, disorderly trading conditions or conduct that may involve market abuse;  reports breaches of rules or of legal obligations relating to market integrity to the competent authority. Market surveillance and monitoring are implemented through a two-step process consisting of real-time market surveillance and post-trade ( i.e ., “next day”) analysis of executed trades. Euronext ensures member compliance with its rules by conducting on-site investigations and inspections. Group-Wide Supervision and Regulation The national regulators of Euronext’s markets are parties to a memorandumof understandingmost recently amended and restated on 26March 2015 that established a “Euronext College of Regulators” and provides a framework to coordinate their supervision and regulation of the business and of the markets operated by Euronext. The Company commits itself to the memorandum of understanding, to the extent that any obligations arising from the memorandum of understanding apply to the Company or its subsidiaries. These regulatory authorities have identified certain areas of common interest and have adopted a coordinated approach to the exercise of their respective national rules, regulations and supervisory practices regarding listing requirements, prospectus disclosure requirements, on-going obligations of listed companies, takeover bid rules and The EU BMR applies to the:  provision of benchmarks;  contribution of input data to a benchmark;  use of a benchmark within the European Union.

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2017 REGISTRATION DOCUMENT